GO™: GRANTS ONLINE END USER TERMS AND CONDITIONS

By clicking "Yes" to the "I agree" option in the Terms of Use dialog box, the user agrees that the following terms and conditions (the "Agreement") apply between user (referred to as the applicant) and the Western States Arts Federation (“WESTAF”), a Colorado non-profit corporation, with respect to the applicant's use of the website and GO™ service, as defined below.

1.  Certain Definitions. Unless another meaning is given or apparent, and whether or not capitalization is used, the following definitions apply to this Agreement:

"Agreement" shall mean this Agreement as agreed to and accepted by the applicant's actions in clicking on the "I agree" option in the Terms of Use dialog box of the GO™ service.

"Application" means the information concerning grant applicants requested by Subscribers who are soliciting online grant applications through the GO™ service which information is submitted to subscribers by such applicants through use of the GO™ service.

"Applicant" means the individual user or organization identified taking action to accept the terms of this Agreement and, when used in the plural, means two or more persons who have each taken such action.

"Database" shall mean the database of applications and associated media data maintained on the website.

"GO™ service" means the online grant application and management service which is available exclusively through the website.  The GO™ service accepts grant applications and associated digital media and inputted text from persons applying for grants and holds and manages the application and associated data in an interactive data base. Grant sponsors can use the GO™ service to accept and manage grant applications with associated data for the purposes of administering grants online.  

"Media data" means digital media, including, but not limited to, images and audio, video and document (such as PDF, Word or Excel) files, uploaded by grant applicants through the GO™ service as part of their grant applications and which include tangible works created by an applicant in support of an application, the copyright to which works remains with the submitting applicant, and which the applicant submits under the terms of this Agreement to a subscriber for consideration as part of the applicant's application.

“Subscriber” means a grant awarding body or agency that has acquired rights from WESTAF to accept and manage its grant applications and grant awards online through the GO™ service.

"Website" shall mean the site on the World Wide Web through which the applicant last clicked to reach this Agreement and which is maintained under the GO™: GRANTS ONLINE, GO™ and other trademarks.

2.  Submission of Applications and Media Data. The applicant's submission of applications and media data through the GO™ service shall, as between applicant and WESTAF, be under and subject to the terms and conditions of this Agreement. The terms and conditions of the applicant's submission of applications and media data to WESTAF’’s subscribers of the GO™ service reached between the applicant and such subscribers shall not alter or in any way change the terms of this Agreement.

3.  WESTAF's Limited Obligations. WESTAF’s obligation to the applicant is to transmit and store applications and media data as described in the GO™ service. WESTAF does not verify the completeness or quality of applications or media data.

4.  Grant of Limited Rights; No Copyright Transfer. The applicant hereby grants to WESTAF a nonexclusive license to use the applicant’s applications and media data for the following limited purposes: (a) to permit WESTAF to facilitate the transmission of or to actually transmit the applications, together with submitted media data, to subscribers and their administrative users, such as  panelists, to which the applicant has submitted applications and (b) for storage of the applicant's applications, together with submitted media data, in the non-public sections of the database, subject to retrieval by subscribers and their administrative users. The limited rights and license granted under this Agreement do not include any assignment or transfer of the copyright in the applicant’s  applications and media data and do not include any right to otherwise reproduce, digitize, edit, modify, distribute, or publicly display the applications and media data, in whole or in part.

5.  Applicant’s Representations and Warranties. The applicant represents and warrants to WESTAF that (A) the media data was created exclusively by the applicant (except as noted in clause (B), immediately following); (B) the applicant is the sole owner of all rights in the media data or the applicant has the right to use the media data as presented and the media data accurately attributes ownership of and copyright in included works not owned by the applicant; (C) by entering into this Agreement and submitting applications and media data through the GO™ service, the applicant is not violating any agreement with any third party; and (D) the applications and media data do not infringe upon any intellectual property, privacy, publicity, or other rights of any third party (collectively, the "Applicant's Representations"). Upon WESTAF’s specific request to the applicant, the applicant will provide WESTAF with appropriate documentation which establishes Applicant's Representations in a form reasonably requested by WESTAF.

6.  Media and Other Data. WESTAF has no responsibility to the applicant for the return of any media data submitted through the GO™ service, nor for any subscriber’s obligation, if any, to the applicant concerning use of applications and media data and the removal of any media data from the website.

7.  Applicant's Limited Rights. By using the GO™ service and the website, the applicant acquires no rights in the GO™ service, the website and, except for the applicant's applications and media data submitted as part of his or her applications, the content of the database.

8.  Duty of Care. WESTAF will use reasonable efforts to control the security of the website, but does not warrant that the website will be able to protect applications and media data from infringement, piracy or unauthorized disclosure. Applicant acknowledges that technological advances of those trying to break codes and encryption devices may outpace the technology of encryption and security and that there is no such thing as an absolutely secure website. The applicant further acknowledges that the publication of digitized data on the Internet necessarily makes it possible for media data to be copied in some form and for dishonest people to attempt to profit from that copying. The applicant agrees that WESTAF shall have no liability for any negligence or lack of due care in failing to protect the security of the website and the applicant's rights in Application and media data, but, subject to the other limitations of Section 9 of this Agreement, WESTAF shall be liable for any gross negligence and intentional wrongdoing on its part with respect to the security of the website and the protection of the applicant's rights in the applications and media data. The applicant agrees that WESTAF will have used reasonable efforts to control the security of the website if the GO™ service and the website are maintained in compliance with the Payment Card Industry Data Security Standards as published by PCI Security Standards Council, LLC (https://www.pcisecuritystandards.org/).

9.  General Term of Service and Privacy. The applicant’s use of the GO™ service and the website are subject to WESTAF’s General Terms of Service and Privacy Policy which are found at http://www.westaf.org/termsandconditions.html and http://www.westaf.org/privacy.html, respectively, and made a part of this Agreement.  WESTAF may modify its General Terms of Service and Privacy Policy applicable to all applicants at any time and such modified terms and/or policy shall become a part of this Agreement thirty (30) days after being posted at any of the foregoing URL addresses or any other URL address of which the applicant is given notice through the foregoing URL addresses.

10.  Limitation of Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE WEBSITE AND  GO™ SERVICE ARE PROVIDED AS-IS AND WITHOUT ANY WARRANTIES. WESTAF HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE AND THE GO™ SERVICE. IN NO EVENT WILL WESTAF BE LIABLE TO THE APPLICANT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR OFFENDED MORAL RIGHTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WESTAF, SHALL HAVE NO OBLIGATION TO PROTECT THE APPLICANT'S COPYRIGHTS OR MORAL RIGHTS, IF ANY, IN THE APPLICATIONS AND MEDIA DATA. THE APPLICANT'S SOLE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY WESTAF, FOR ANY UNAUTHORIZED PUBLICATION OF APPLICATIONS OR MEDIA DATA THROUGH THE WEBSITE AND FOR ANY OTHER CLAIMED HARM FROM USING THE GO™ SERVICE OR WEBSITE, WHETHER CAUSED OR ALLEGED TO BE CAUSED BY WESTAF, SHALL BE THE APPLICANT'S ACTUAL DAMAGES, IF ANY, SUBJECT TO A LIMITATION OF $250 PER CLAIM OR $1,000 IN THE AGGREGATE FOR ALL CLAIMS UNDER THIS AGREEMENT.

11. Indemnification.  The Applicant agrees to indemnify, defend and protect WESTAF from and against any cost and expense, including attorney's fees, incurred by WESTAF as a result of any breach of the Applicant's Representations.

12. Agreement Modifications.  Except for modification to WESTAF’s General Terms of Service and Privacy Policy as provided for in section 9, above, all modifications to and amendments of this Agreement shall only be made: (a) in a writing signed by both Applicant and WESTAF or (b) by WESTAF posting on the Website a modified or amended form of this Agreement which is accepted by Applicant. Applicant’s acceptance of any modified or amended form of this Agreement posted on the Website by WESTAF shall be by Applicant’s action: (i) in clicking on an “I AGREE” option when offered on the Website in relation to such modified or amended form of this Agreement or ((ii) in continuing to use the Website and GO™ service after such an amended or modified form of the Agreement has been posted on the Website by WESTAF.

13. Governing Law; Dispute Resolution.  This Agreement shall be governed by the laws of the state of Colorado, excluding its conflict of laws principles. Except as provided later in this section, any claim, dispute or controversy arising out of or relating to this Agreement shall be submitted by the parties to binding arbitration in accordance with the commercial rules of JAMS End-Dispute, to be held in Denver, Colorado, by a single arbitrator who shall be a lawyer with at least five years of experience in intellectual property law or the law related to online software based services or application service providers.  WESTAF shall not be compelled to arbitrate in any one proceeding the claims of more than one applicant.  Applicants may not combine or consolidate their claims into one arbitration proceeding involving WESTAF. Nothing in this section shall be deemed as preventing either party from seeking equitable relief from the courts as necessary to protect its name, copyrights, privacy, proprietary information, trade secrets, or any other appropriate provisional remedy prior to or pending the outcome of any arbitration proceeding. Judgment on an arbitration award may be entered in any court having jurisdiction thereof. The parties shall be entitled to standard discovery as provided for in the Colorado Rules of Civil Procedure. The cost of arbitration shall be borne equally by the parties.

14. Liberal Construction. This Agreement is between commercially sophisticated parties and may not be construed and interpreted for or against either party. Each party is aware that each is free to seek independent professional guidance or legal counsel regarding this Agreement. Each party has either sought such guidance or legal counsel or decided, after reviewing the Agreement carefully, to waive such right. The limited rights and license granted under this Agreement do not include any assignment or transfer of the copyright in media data and do not include any right to reproduce, digitize, edit, modify, distribute, or publicly display the media data, in whole or in part, except as expressly provided for in this Agreement.